Last Updated: 13 January  2024

TERMS AND CONDITIONS OF USE

This website and mobile app (“Platform”) are operated by GrandHubX Tech Ltd, Canada.

Please read these Terms and Conditions carefully before you register for an Account and use the Platform and/or our Service(s).  These Terms and Conditions are legally binding agreements (“Contract”) between you and GrandHubX Tech Ltd

By registering for an Account, downloading our App or using our Service(s), you confirm that you accept and agree to comply with, these Terms and Conditions. If you do not agree to any part of these Terms and Conditions, please do not continue accessing or using the Platform and/or our Service(s).

These Terms and Conditions may be amended from time to time. Notice of any changes to these Terms and Conditions will be made available on our website.  Please check this page regularly to ensure you are familiar with the current version. By continuing to use the Platform and/or our Service(s), you acknowledge that you accept to be bound by the updated or amended Terms and Conditions. If you do not wish to be bound by them, you should stop using the Platform and/or our Service(s).

 

1. be at least seveteen (17) years old.

2. provide information such as your name, contact information, date of birth, and/or your identification card number; and

3. such other information as GrandhubX Tech may require from time to time.

1. license, sublicense, sell, transfer, assign, distribute or otherwise commercially exploit the Platform or otherwise make it available to any third party in any manner whatsoever.

2. modify or create derivative works based on the Platform, or disassemble, decompile, reverse engineer, decode or attempt to extract code or software from the Platform;

3. publish or reproduce any copyrighted material, trademarks or other proprietary information without the prior consent of the owner of such intellectual property rights;

4. use the Platform to send out obscene, offensive, libelous or otherwise unlawful or tortuous content such as spam, unsolicited messages;

5. gain unauthorized access to the Platform by impersonating a person or entity; and

6. engage in any conduct that may be detrimental to our credibility or that may have caused disreputability.

1. to transact, pick-up, request, send, deliver or store any unlawful material and/or contraband items such as pornographic related items, items that directly and indirectly support gambling/betting/lottery or the equivalent, narcotics, psychotropic, items with addictive content, items with alcohol content, uncertified electronic items, weapons, human organs, explosive materials, prohibited or endangered plants or animals, drugs or medicines, prescribed drugs/medicine, drugs/medicines that do not have a distribution license, cigarette or tobacco related items or any item for fraudulent purposes;
2. to cause nuisance, annoyance, inconvenience or make fake bookings or cancellations or transactions;
3. to contact the other user for reasons other than those related to the Service(s);
4. to cause or attempt to cause damage to the property of the other party;
5. to defraud any person or to impersonate any person or entity or to falsely state or misrepresent your affiliation with any person or entity;
6. to provide false, fraudulent, inaccurate or misleading information;
7. to facilitate any sale or purchase of any goods and/or services which infringe the intellectual property or other proprietary rights of any third party or prohibited goods and/or services.
8. to attempt to gain unauthorized access to or otherwise interfere or disrupt the computer systems or networks connected to the Platform or Service(s);
9. to distribute viruses, trojan horses, worms, or other computer programming technologies.
10. for any purpose or activity which is unlawful, illegal, fraudulent or harmful, or in connection with any purpose or activity which is unlawful, illegal, fraudulent;
11. in a manner which infringes on GrandhubX Tech or any third-party’s copyright, patent, trademark, trade secret or other intellectual property rights, or any other rights;
12. in any manner which avoids, bypasses, removes, deactivates, impairs, descrambles or otherwise circumvents any technological measure implemented by us or any of the service providers or any other third party (including other users) appointed by us to protect our ability to provide the Service;
13. in a manner that may result in complaints, disputes, claims, penalties or other liability to GrandhubX Tech, other users or third parties;
14. in a manner that is defamatory, libelous, unlawfully threatening or harassing;
15. in a manner which interferes with another’s use and enjoyment of the Service(s);
16. in a manner which circumvents or manipulates the transactions, fees and/or payments payable for the Services;
17. in a manner to persuade, mislead, promise or guarantee anyone to make a payment by promising benefits, sum of credits, earnings, money (or any money) from their use of GrandhubX Tech (including the GrandhubX Tech Affiliate Program); and
18. in a manner which breaches the Terms and Conditions, or violates any laws or regulations.

1. any loss, damage or injury resulting from, or in any way related to, the Platform or Service(s);

2. use or inability to use the Platform or Service(s);

3. any reliance placed by you in the completeness, accuracy or existence of any content of our Platform or Service(s); and

4. any dispute between you and the service provider, Merchant or any sponsor whose advertising appears on our website, App or Service(s).

1. you breach these Terms and Conditions or Contract ;

2. we have reason to believe that you are in any way involved in any fraudulent activity, money laundering, terrorism financing or other criminal activity or if we have any other security concerns;

3. we are required to do so to comply with the law; and

4. we cease to be authorised to provide the Service(s).

1. the deduction of the GrandhubX Tech Ltd Credit from your Account for non-cash payment; and

2. us to use and/or disclose your Personal Data in accordance with The Canada’s New Consumer Privacy Protection Act (CPPA) and use non-identifiable and aggregated data for purposes of analysis and benchmarking.

1. the content on our Platform is accurate, complete or up to date;
2. that the Platform and any subsequent revisions, modifications, updates, upgrades or versions is and would be compatible with your mobile device; or
3. the Platform or the Service(s) will remain available.

1. assist GrandHubX Tech in any investigation to comply with any laws and regulations;

2. assume full responsibility and liability for the use of the Service(s) and for any loss or damage that you, GrandHubX Tech or any other party may have suffered as a result of your breach of this Contract;

3. provide any proof of identity or other documentation that we may reasonably require or request;

4. provide the correct, up-to-date and complete information required for the performance of the Service(s) and maintain and update the information in a timely manner; and

5. not carry a pack of more than 10kg in weight and 38 x 38 x 38 cm in size (or such other weight and size limitations published on our website) when using GrandhubX Tech Ltd Ride.
6. abide to a maximum combined (rider, passenger, accessories and carried items) weight restriction limit of 150kg for GrandHubX Tech Ride - Bike or Motorcycle.

1. accept refund to your Account in form of GrandHubX in App Credit; or

2. receive the refund from the Merchant.

1. for Driver, be at least twenty one (21) years old, for Rider be at least seventeen (17) years old, holding a valid Competent Driving License (i.e. not a probationary driver) and not a blacklist by the road safety department.
2. if applicable, have a class 5, or 4 licence issued by Motor Registration Division, Newfoundland or Canada, and have obtained an e-hailing vehicle permit (EVP) where applicable.
3. for Driver, own a motorcar (“Vehicle”) with a valid registration and free of road safety blacklist which is registered less than ten (10) years ago. In addition, the motorcar must pass inspection, road worthy and certified by authorities.
4. for Rider, own an unmodified 2-wheel motorcycle (“Vehicle”) with a valid registration and free of road safety blacklist which is registered less than five (5) years ago;
5. have or are covered by e-hailing or p-hailing insurance against such losses and risks in amounts that are reasonably prudent and customary in the e-hailing and p-hailing business;
6. provide information such as your name, contact information, date of birth,  your identification card number and driving license details; and
7. such other information as GrandhubX Tech Ltd may require from time to time.

1. comply with the laws and regulations concerning traffic, road safety and parking;
2. not pick up passengers or items from the street without a booking;
3. must provide proof of vehicle insurance
4. must consent for their data to be shared with Motor Registration

1. only provide Service(s) within the permitted area as instructed;
2. only carry permitted passenger(s) as defined by GrandHubX Tech Ltd at a time, and you are not allowed to carry goods or pet when you are transporting a passenger (or the other way round); and
3. wear GrandHubX Tech Ltd uniforms and helmet where applicable, and always make sure the passenger wears a helmet or seat-belt.

1. not carry a passenger who is under seventen  (17) years old unless approved by the parent or guardian. 
2. not park in any private spaces, restricted areas, public walkways or roads, or in ways that obstruct the entrances, exits or roads; and
3. not carry, possess and/or distribute prohibited items, including illegal and other dangerous items as listed in the prohibited items list.

1. he/she owns or has the legal rights and authority to operate the Vehicle to provide the Service(s) under this Contract;
2. the Vehicle has a valid insurance policy to cover any potential loss or damage to the Customer or the Customer's property when performing the Service(s);
3. he/ she will use and also ensure that the Customer uses suitable road safety equipment, such as helmet when performing the Service(s);
4. he/ she be solely responsible for any losses or damages in connection with the Service(s) and for any traffic offences;
5. he/she will obey all laws relating to the provision of public transport and delivery services and is solely responsible for such violations; and 
6. he/ she will not contact the Customer for any purpose other than the performance of the Service(s).

1. compile with all the requirements set out in the Canada’s  Consumer Privacy Protection Act (CPPA); and
2. only use Customer Personal Data to the extent that it is necessary to perform the Service(s).

6.         Independent Contractor

The Third-Party Service Provider acknowledges and agrees that he/ she is an independent contractor and understands that he/ she is not an employee of GrandHubX Tech and will not claim any employee benefits or protection from GrandhubX Technologies.

It is therefore strongly recommended that Third-Party Service Provider register with their local respective bodies.


Additional Terms - Grandhub Tech Ltd Affiliate Program

(the “Program”)

Please read the warning below in respect of the GrandHubX Tech Ltd Affiliate Program:
It is illegal for us or for a User/Service Provider in the GrandHubX Tech Ltd Affiliate Program (including Referring Users/Service Providers and Referred Users/Service Providers) to persuade anyone to make a payment by promising benefits from getting others to join the GrandhubX Tech Ltd Affiliate Program. Do not be misled by claims that high earnings are easily achieved from participation in the GrandhubX Tech Ltd Affiliate Program.

1.         Definitions

1.1 “Account Balance” means the accumulated Commission Fees due to Affiliate in GrandhubX Tech Ltd Credit.

1.2 “Affiliate Media” means all advertising media, including but not limited to websites, applications and newsletters, Affiliate networks' sub affiliates, their owned and brokered media registered to the Program by the Affiliate and approved by GrandhubX Tech Ltd.

1.3 “Affiliate Links” means advertising materials made available by GrandhubX Tech Ltd to Affiliate via the Program, including graphics, artwork, text, files, URLs and HTML or Javascript code.

1.4 (i) “Confirmed Budget” means an estimated value of marketing spend that is agreed between GrandhubX Tech Ltd and the Affiliate on a monthly basis via email communication or otherwise as agreed in writing between the Parties.

1.4 (ii) “Completed Purchase” means a completion of an approved sale and/or purchase transaction of a Product or Service between a Customer and a Merchant on the Platform in accordance with GrandhubX Tech Ltd’s Terms of Use which results directly from a Customer accessing the Platform via Affiliate Links placed on Affiliate Media and such Customer:

(a) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real life person;
(b) is not using pre-populated fields;
(c) completes all of the information required for the Completed Purchase within the time period allowed by GrandhubX Tech Ltd, and;
(d) is not later determined by GrandhubX Tech Ltd to be fraudulent, incomplete, unqualified or a duplicate.

1.5 “Net Completed Purchase Value” means the total net value of a Completed Purchase generated through Affiliate Links placed on Affiliate Media, calculated as the total value of Completed Purchase excluding any discounts, shipping fees, promos, and other rebates.

1.6 “Platform” means any platform operated by GrandhubX Tech Ltd, which includes the Grandhub Tech Ltd mobile applications available on the Apple App Store or Google Play and the Grandhub Tech Ltd websites.

1.7 “Product” means any item listed or service offered on Platform by Merchants and Service Providers for sale to Customers.

1.8 “Prohibited Content” means any content or term that:
(a) Promotes or is related to illegal activities (illegal drugs, phishing, terrorism, criminal activities, contests, pyramid schemes, or chain letters).
(b) Promotes or is related to tobacco, gambling, or weapons.
(c) Is related to pornographic or obscene material.
(d) Is related to excessively graphic or explicit violence.
(e) Is defamatory, inappropriate, or profane.
(f) Is discriminatory or constitutes “hate speech”, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation, or language of such individual or group.
(g) Promotes or contains viruses, worms, corrupted files, malware, cracks, or other materials that are intended to or may damage or render inoperable software, hardware, or security measures.

1.9 “Term” has the meaning set forth in Section 7.1.

1.10 “Terms of Use” means the terms of use governing the Platform, including additional guidelines required or updated by GrandhubX Tech from time to time.

1.11 “Territory” means the territory in which the GrandhubX Tech entity that is engaging the Affiliate is domiciled.

1.12 “User” means any registered valid user of the Platform, which includes Customers (“Customer”), merchants (“Merchants”) and third-party service providers (“Third-Party Service Providers”) on the Platform.

2.         Participation Requirements


2.1       Registration Information

Affiliate shall provide any information requested by GrandhubX Tech Ltd and shall ensure such information is true, accurate and complete, for the purpose of verification and validation and registration as a User. Any false or inaccurate information submitted to GrandhubX Tech Ltd shall be deemed as grounds for termination of this Agreement. GrandhubX Tech Ltd may accept or reject Affiliate’s User account at its sole discretion and for any reason.

2.2       Limited License

If Affiliate is accepted into the Program, GrandhubX Tech grants to Affiliate for the duration of this Agreement a non-exclusive, non-transferrable and revocable right to display the Affiliate Links on its Affiliate Media at its own cost, for the sole purposes of Affiliate’s participation in the Program. Affiliate shall not, without the prior written consent of GrandhubX Tech Ltd, alter or modify or create derivative works of the Affiliate Links or any of GrandhubX Tech Ltd’s intellectual property. Except as expressly set forth in this Agreement, nothing in this Agreement is intended to grant Affiliate any rights to use any of GrandhubX Tech Ltd’s intellectual property.

2.3       Eligibility

Affiliate Media must be publicly available. Affiliate shall not be eligible to participate, and GrandhubX Tech Ltd may terminate Affiliate’s participation, in the Program if its Affiliate Media contains any of the Prohibited Content or other content that GrandhubX Tech Ltd deems inappropriate. Affiliate Media may include social media and websites (including, but not limited to, website/blog domain, Facebook, Pinterest and Twitter) upon approval by GrandhubX Tech Ltd (“Approved Social Media”). Approved Social Media must (i) not contain the trademarks, names or logos of GrandhubX Tech Ltd, or display misleading content, and (ii) if through Facebook, be displayed through a “fan page” only and not through a “personal page” in accordance with Facebook’s user policies. 

2.4       Age 

Affiliate must be at least 18 years old to participate in the Program.

3.         Commission Fee and Terms

3.1       Commission Rate

The fees payable by GrandHubX Tech Ltd to Affiliate (the “Commission Fee”) shall be calculated by the Platform or as separately agreed between Affiliate and Grandhub Tech Ltd in writing (such rate, the “Commission Rate”).

3.2       Calculation of Commission Fee

The Commission Fees shall be calculated to be (a) the Confirmed Budget; or (b) the Net Completed Purchase Value multiplied by the Commission Rate, whichever is the lower.

3.3       Transfer of Commission Fee

Pursuant to Section 3.3, GrandhubX Tech Ltd shall validate and approve the Commission Fees payable and shall credit Affiliate's Wallet within sixty (60) days of system approval. The Commission Fees determined by GrandhubX Tech Ltd shall be deemed final. Commission Fees transferred to another account on the GrandhubX Tech Ltd platform will void the transferred Credits as payment to your verified Bank Account. GrandhubX Tech Ltd shall charge a service fee for Credits transferred out from your GrandhubX Tech Ltd Wallet to your verified Bank Account. A required minimum of RM100 total commission fee earnings per request applies for each transfer to bank account.

3.4       Chargebacks

GrandHubX Tech Ltd shall not make commission transfers on, and reserves the right to set-off or initiate chargebacks on transactions that were previously transferred. Such transactions include but are not limited to:
(a) transactions that do not meet the requirements to be a Completed Purchase;
(b) fraudulent transactions identified manually or by means of a fraudulent order checking process by GrandhubX Tech Ltd;
(c) transactions performed through collusion where the Affiliate is connected to the Merchant or Service Provider or where Affiliate has purchased Products through the Affiliate Links;
(d) cancelled, disputed, incomplete, returned or refunded transactions;
(e) transactions made with the intention of reselling the purchased Products; 
(f) transactions performed through Affiliate Links placed on Affiliate Media which contains any Prohibited Content; and
(g) transactions where an Affiliate transfers credit to other User(s) or Affiliate(s).

4.         Responsibilities of Affiliate

4.1       Business Conduct

Affiliate may not contractually bind GrandHubX Tech Ltd or make any representations on behalf of GrandhubX Tech Ltd. Affiliate will not engage in any unconscionable, false, deceptive, misleading, or fraudulent conduct. Affiliate will not advertise substances, services, products, or materials that violate applicable laws. GrandHubX Tech Ltd shall have the absolute discretion and authority to make any request for any removal of any content, material, or other media placed or displayed by the Affiliate under its performance of this Agreement and Affiliate shall act upon GrandHubXTech Ltd’s request immediately.

4.2       Compliance with Laws and Terms of Use

Affiliate will ensure that the Affiliate Media and the placement of Affiliate Links complies with all applicable laws in jurisdictions in which Affiliate is located or provides goods and services, the Terms of Use, and other existing criteria or specifications required by GrandhubX Tech Ltd (including content limitations, technical specifications, privacy requirements, user experience requirements, and requirements regarding GrandhubX Tech Ltd’s public image).

4.3       Prohibited Actions

Affiliate will not, and will not allow any third party to do the following:

(a) use advertising e-mails to promote GrandhubX Tech Ltd without GrandhubX Tech Ltd’s prior written consent;
(b) use robots or other automated query tools, computer generated search requests;
(c) fraudulent use of search engine optimization services to generate or conceal impressions, inquiries, clicks, or conversions that are fraudulent or invalid;
(d) drive or utilize any SEM keywords and other keyword-based advertising traffic using the GrandhubX Tech Ltd brand or private labels to GrandhubX Tech Ltd’s Platform (in other words, " GrandhubX Tech Ltd " and other similar words which could be misleading as GrandhubX Tech Ltd must be entered as a negative keyword) without GrandhubX Tech Ltd’s prior written consent;
(e) use any automated means or form of scraping, or other data extraction methods to access, query, collect, or use GrandhubX Tech Ltd intellectual property, including logo, key visuals, creative materials and other Confidential Information from the Platform or otherwise;
(f) apply Affiliate Links on Affiliate Media that contains Prohibited Content, or in torrent or streaming sites;
(g) advertise Affiliate Media through any of GrandhubX Tech Ltd’s social media channels; 
(h) (where Affiliate is an affiliate network) re-brokering to another affiliate network as their sub-affiliate;
(i) fraudulent use of accounts on GrandhubX Tech Ltd; or
(j) incorporate any lottery or lucky draw in the Affiliate Media.

4.4       Cookies

The Affiliate shall warrant that it will set cookies only if the Affiliate Links are visible on Affiliate Media and the user clicks voluntarily and consciously. The use of layers, add-ons, iFrames, pop-up, pop-under, site-under, advertisements which automatically redirect the user to the Platform without the user’s engagement or action (e.g. click, touch), cookie dropping, postview technology, misleading advertisements that result in misleading clicks, shall not be permitted and are strictly prohibited. Advertisements that result in forced installations (which includes initiating downloads/redirects without a user’s permission) of the GrandhubX Tech Ltd application are strictly prohibited.

5.         Responsibilities and Rights Of GrandHubX Tech Ltd

5.1       Platform

GrandHubX Tech Ltd will operate and maintain the Platform.  No changes relating to the features or functionalities of the Platform will affect the validity and enforceability of this Agreement.

5.2       Right to Cancel, Reject, or Remove

GrandhubX Tech reserves the right to review any Affiliate Media and any related documentation submitted by Affiliate. If, in GrandhubX Tech Ltd’s sole judgment: (a) any Affiliate or Affiliate Media violates the Terms of Use of the Platform; (b) Affiliate violates or encourages violation of any applicable laws; (c) Affiliate breaches its obligations under this Agreement; (d) GrandhubX Tech Ltd believes that any Affiliate Media may subject GrandhubX Tech Ltd to criminal, civil, or administrative liability; or (e) any Affiliate Media constitutes or contains Prohibited Content, Grandhub Tech Ltd may take one or more of the following measures:

(a) request that the Affiliate Links and/or Affiliate Media be removed or taken down immediately;
(b) require Affiliate to cure its violation, non-compliance, or breach within a specified period of time;
(c) for each violation, impose a fine or Chargeback on Affiliate as liquidated damage, which fine or Chargeback will not relieve Affiliate from its liabilities if GrandhubX Tech Ltd’s losses exceed such amount; or
(d) terminate this Agreement.

5.3       Changes to these Terms and Conditions and Terms of Use

GrandhubX Tech may, at GrandhubX Tech Ltd’s discretion, update, amend, or modify these Terms and Conditions and the Terms of Use. If Grandhub Tech Ltd updates, amends, or modifies these Terms and Conditions or the Terms of Use of a Platform, GrandhubX Tech Ltd will make reasonable efforts to notify Affiliate of the updates, amendments, or modifications, including by publishing the modified Terms and Conditions and Terms of Use on the Platform’s website], by email, or by instant message. Affiliate will check the Platform periodically for such updates and notices. The modified Terms and Conditions and/or Terms of Use take effect on publication. By continuing to use the Affiliate Links, Affiliate agrees to be bound by the updated, amended, or modified Terms and Conditions and Terms of Use. If Affiliate does not agree to be bound by the updated, amended, or modified Terms and Conditions and Terms of Use, the Affiliate must terminate this Agreement pursuant to Section 7.

6.         Confidential Information

6.1       “Confidential Information” means all information that is confidential in nature including, but not limited to: (a) any proprietary information of a party to this Agreement disclosed by one party to the other that is in written, graphic, machine readable, or other tangible form and is marked “Confidential” or “Proprietary” or in some other manner to indicate its confidential nature; (b) the GrandhubX Tech materials and all other non-public marketing or technical information, even if not marked as confidential; and (c) all information collected or developed by GrandhubX Tech Ltd regarding its Users. Confidential Information also includes oral disclosures if that information would reasonably be understood to be confidential from the context of disclosure.

6.2       Exceptions

Confidential Information will not include any information that: (a) was publicly known and made generally available before the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the lawful possession of the receiving party at the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of that third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (f) is disclosed by the receiving party pursuant to the disclosing party’s prior written approval.

6.3       Non-Use and Non-Disclosure

Each party will: (a) treat as confidential all Confidential Information of the other party; (b) not disclose that Confidential Information to any third party, except on a “need to know” basis to third parties that have signed a non-disclosure agreement containing provisions substantially as protective as the terms of this Section and such party has obtained the written consent to that disclosure from the party that provided the Confidential Information; and (c) not use that Confidential Information except in connection with performing its obligations or exercising its rights under this Agreement.  Each party is permitted to disclose the other party’s Confidential Information if required by law so long as the other party is given prompt written notice of that requirement before disclosure and assistance in obtaining an order protecting that information from public disclosure.

7.         Term and Termination

7.1       Term 

This Agreement takes effect on the date that GrandHubX Tech Ltd approves Affiliate’s User application to join the Affiliate Program and continues to be in effect until terminated in accordance with Section 7.2 or 7.3 (the “Term”).

7.2       Termination by GrandhubX Tech Ltd

GrandHubX Tech Ltd may unilaterally terminate this Agreement at its sole discretion and for any reason which GrandhubX Tech Ltd deems appropriate with seven (7) days’ prior notice and disabling the Affiliate Links. GrandhubX Tech Ltd may terminate this Agreement immediately and without any prior notice if Affiliate breaches its obligations under this Agreement.

7.3       Termination for Cause

This Agreement will terminate immediately upon:

(a) either party’s dissolution or ceasing to do business, or the institution by or against either party of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of either party’s debts; or
(b) the occurrence of an event of Force Majeure (as defined in Section 11.4) that continues for more than 30 days.

7.4       Effect of Termination

Upon termination of this Agreement for any reason, Affiliate shall immediately cease all use of Grandhub Tech Ltd’s Affiliate Links, and will cease representing itself as a Grandhub Tech Ltd Affiliate.

7.5       Termination due to Affiliate’s breach

If this Agreement is terminated due to Affiliate’s breach of its obligations in accordance with Sections 5.2 and 7.3, all amounts payable to Affiliate by GrandhubX Tech Ltd may be forfeited as liquidated damages without prejudice to GrandhubX Tech Ltd’s recourse for other rights or remedies available under applicable laws.

7.6       Survival 

The following provisions will survive the termination or expiration of this Agreement: Sections 1, 3, 6, 7, 9, 10, 11 and any other provisions that, by their nature, are intended to survive. All liabilities that accrued before the termination or expiration will survive the termination or expiration of this Agreement.

8.         Representations and Warranties


8.1       Mutual Representations and Warranties

Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly and validly authorized; (c) this Agreement constitutes a valid, binding, and enforceable obligation upon its execution; and (d) it will comply with all applicable laws in performing under this Agreement.

8.2       Representations and Warranties by Affiliate

Affiliate represents and warrants that:

(a) the execution, delivery, and performance of this Agreement will not be in conflict with or constitute a default under the terms of any agreement, instrument, judgment, decree, or any order, statute, rule, or governmental regulation applicable to Affiliate;
(b) all information provided by Affiliate to GrandhubX Tech Ltd is complete, true, accurate and current, and that Affiliate has the right to conduct its business, including offering its products or services;
(c) no Affiliate Media contains (i) any information that violates or encourages violation of any applicable law; (ii) fraudulent or deceptive information or incentives;  (iii) virus, malware, spyware, Trojan, phishing, or other malicious code that could breach or circumvent any Platform security measure; (iv) information marketing or promoting fake or counterfeit goods or illegal businesses (including apps or software that contain hidden charges); (v) any material that infringes any rights of any third party; or (vi) material that may be harmful, abusive, pornographic or obscene, threatening, or defamatory.




9.         Indemnification

9.1       Indemnification by Affiliate

Affiliate will indemnify, defend, and hold harmless GrandhubX Tech Ltd and its affiliates and their directors, officers, and employees from and against all claims, actions, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any breach by Affiliate of this Agreement; (b) any failure of Affiliate to perform its obligations under this Agreement in compliance with all applicable laws; (c) any violation of any rights of any third party related to Affiliate Media; or (d) Affiliate’s fraud, negligence or willful misconduct.

9.2       Procedure

GrandhubX Tech Ltd will promptly notify Affiliate of any claim that is subject to Section 9.1, and will permit Affiliate to assume and control the defense of that claim.  GrandhubX Tech Ltd will, however, have the right to employ separate counsel and participate in the defense of claims at the Affiliate’s sole cost.  Affiliate will have the sole authority to defend, compromise, settle, or otherwise dispose of a claim, but it will not agree to any disposition or settlement of a claim that admits liability or imposes duties of performance or payment on GrandhubX Tech Ltd without GrandhubX Tech Ltd’s prior written consent.  If the parties agree to settle a claim, Affiliate will not publicize the settlement without first obtaining GrandhubX Tech Ltd’s written permission.

10.       Limitation of Liability

10.1     Disclaimer of Warranties

ALL GRANDHUBX TECH LTD MATERIALS AND AFFILIATE LINKS ARE PROVIDED “AS IS.” AFFILIATE ACKNOWLEDGES AND AGREES THAT X TECH LTD WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY TECHNOLOGY OR PROCEDURE. GRANDHUBX TECH LTD DOES NOT WARRANT THAT THE GRANDHUBX TECH LTD MATERIALS OR AFFILIATE LINKS provided WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.

10.2     Disclaimer of Consequential Damages

GRANDHUBX TECH LTD WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO AFFILIATE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING LOST PROFITS OR LOSS OF BUSINESS.

10.3     Cap on Liability

UNDER NO CIRCUMSTANCES WILL GRANDHUBX TECH LTD’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT TRANSFERRED OR PAYABLE BY GRANDHUB TECH LTD TO AFFILIATE UNDER THIS AGREEMENT FOR THE 6-MONTH PERIOD PRECEDING THAT CLAIM.

10.4     Independent Allocations of Risk

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.  EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THESE PROVISIONS FAIL THEIR ESSENTIAL PURPOSE.

11.       Miscellaneous

11.1     Subcontractors

GrandHubX Tech Ltd may exercise its rights under this Agreement via its affiliates and subcontractors. GrandhubX Tech Ltd will be responsible for the compliance of those affiliates and subcontractors with the terms of this Agreement.

11.2     Independent Contractor

This Agreement will not be construed as creating a partnership, joint venture, or agency relationship or as granting a franchise.  The parties are independent contractors in the performance of this Agreement.  Neither party is authorized to bind the other party to any liability or obligation or to represent that it has any authority to do so.

11.3     Press Release

Except as expressly set forth in this Agreement or as required by the laws of any jurisdiction, neither party will make any public announcement or press release regarding the cooperation contemplated by this Agreement without the prior consent of the other party.  Any party required by law to make a public announcement regarding any matter related to the cooperation contemplated by this Agreement will solicit from and consider in good faith the other party’s feedback on the content of that public announcement.